ex102.htm


    


     

    CITY
NATIONAL BANK

    The way up.

     

    FIRST
AMENDMENT TO CREDIT AGREEMENT

     

    This
First Amendment to Credit Agreement is entered into as of August 4, 2008, by and
between PRI
Medical
Technologies, Inc., a Nevada corporation ("Borrower") and City
National Bank, a national banking association ("CNB").

    RECITALS

     

    A. Borrower
and CNB are parties to that certain Credit Agreement, dated as of May 1, 2008,
(the Credit Agreement, as herein amended, hereinafter the "Credit
Agreement").

     

    B. Borrower
and CNB desire to supplement and amend the Credit Agreement as hereinafter set
forth.

     

    NOW,
THEREFORE, the parties agree as follows:

     

    1. Definitions.
Capitalized terms used in this Amendment without definition shall have
the meanings set forth in the Credit Agreement.

     

    2. Amendments.
The Credit Agreement is amended as follows:

     

    2.1              
Section 1.8 (Commitment)
is amended in its entirety to provide as follows:

     

    "1.8
'Commitment'
means CNB's commitment to make the Loans in the aggregate principal
amount outstanding at any one time of up to ONE
MILLION FIVE HUNDRED THOUSAND AND
NO/100THS DOLLARS ($1,500,000.00)."

     

    2.2              Section
1.22 (Revolving
Credit Commitment) is amended in its entirety to provide
as follows:

     

    "1.22
'Revolving
Credit Commitment' means CNB's commitment to make the Revolving Credit
Loans in the aggregate principal amount at any one time of up to ONE
MILLION
FIVE HUNDRED THOUSAND AND NO/100THS
DOLLARS ($1,500,000.00)."

     

    2.3              Section
1.25 (Termination
Date) of the Credit Agreement is amended in its entirety
to provide as
follows:

     

    "125
'Termination
Date'
means August
3, 2009.
Notwithstanding the foregoing, CNB may, at its option, terminate this
Agreement pursuant to the Section entitled "CNB's Remedies"; the date of any
such termination will become the Termination Date as that term is used in this
Agreement."

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    


     

    2.4               Section
2.1 (Revolving Credit Loan)
is amended in its entirety to provide as follows:

     

    "2.1
'Revolving Credit Loan.'
Subject to the terms of this Agreement, CNB agrees to make loans
("Revolving Credit Loans") to Borrower, from the date of this Agreement up to
and including the Termination Date, at such times as Borrower may request, up to
the amount of the Revolving Credit Commitment. The Revolving Credit Loans may be
repaid and reborrowed at any time up to and including the Termination
Date."

     

    3. Existing Agreement. Except as
expressly amended herein, the Credit Agreement shall remain in full force and
effect, and in all other respects is affirmed.

     

    4. Conditions Precedent. This
Amendment shall become effective upon the fulfillment of all of the following
conditions to CNB's satisfaction:

     

    4.1               CNB
shall have received this Amendment duly executed by Borrower; and

     

    4.2               CNB
shall have received a separate Commercial Guaranty executed by the Guarantor
guarantying
repayment of all Obligations of Borrower to CNB.

     

    5. Counterparts. This Amendment
may be executed in any number of counterparts, and all such counterparts taken
together shall be deemed to constitute one and the same instrument.

     

    6. Governing Law. This Amendment
and the rights and obligations of the parties hereto shall be construed in
accordance with, and governed by the laws of the State of
California.

     

    IN WITNESS WHEREOF, the
parties have executed this Amendment as of the day and year first above
written.

     

     

     

    
      
        	
                "Borrower"

              	PRI Medical Technologies, Inc.,
      a	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ 	 
	 	 	
                Bruce
      J. Haber

              	 
	 	 	Chairman/Chief
      Executive Officer	 
	 	 	 	 


      

    

     

    
      
        	
                "CNB" 

              	
                City National Bank, a
      national

                banking
      association

              	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ 	 
	 	 	
                George
      Hill

              	 
	 	 	Senior
      Vice President	 
	 	 	 	 


      

    

     

     

     

    2